Code of Conduct Handbook
Corporate Policies and Directives
For questions or comments regarding this Handbook,
or for requests to update this Handbook,
go to the Ford Legal Access Web site:
and send a message to
“Ask a Lawyer.”
OGC Corporate Compliance Office • November 2007
Table of Contents
Introduction
• The Company’s Commitment
to Doing Business with Integrity.................................4-5
Product Quality, Safety,
and Environmental Matters..................... 36
• Product Quality and Safety.......................................37-38
• Environmental Matters..................................................... 39
Overview..................................................... 6
• How to Use This Handbook................................................7
Intellectual Property................................ 40
• Responsibility.........................................................................7
• Inventions, Patents, Copyrights,
and Trade Secrets.........................................................41-42
• Duty to Report Violations...............................................7-8
• Trademarks........................................................................... 43
Workplace Environment............................ 9
• The Code of Basic Working Conditions...................... 10
• Equal Opportunity and Diversity.................................. 11
• Anti-Harassment................................................................. 12
• Health and Safety............................................................... 13
• Substance Abuse................................................................ 14
Gifts, Favors, and Conflicts
of Interest.................................................. 15
• Receiving Gifts or Favors...........................................16-17
• Acquiring Information from
Outside the Company................................................44-45
Working with Governments;
Restrictions on Political Activities........... 46
• Anti-Bribery....................................................................47-48
• Sale of Products to, and Other
Contracts with, a Government...................................... 49
• Political Activities and Campaigning
on Company Property ..................................................... 50
• Government and Other Legal Inquiries..................... 51
• Entertainment and Social Events...........................18-19
• Preferential Treatment, and Working
or Consulting Outside the Company.......................... 20
• Financial Interests........................................................21-22
• Insider Trading..................................................................... 23
• Giving Gifts or Favors to Outside Business
Contacts or Company Personnel.................................. 24
Use of Company Assets
and Data Safeguarding............................ 25
• Use of Company Assets.................................................... 26
• Careful Communications...........................................27-28
Competition and Antitrust Laws............. 52
• Relations with Competitors............................................ 53
• Relations with Suppliers, Dealers,
and Other Customers.................................................54-55
International Business Practices............. 56
• International Trade – Importing................................... 57
• Export Controls and
Prohibited Transactions.............................................58-59
• Money Laundering............................................................ 60
• Protecting Company Information..........................29-30
• Personal Data Privacy....................................................... 31
• Annual File Review and Records
Management.................................................................32-33
Integrity of Financial and
Other Company Records.......................... 35
OGC Corporate Compliance Office • November 2007
Xxxxxxxxx
A
Message from Bill Ford
Henry Ford once said, “There is a most intimate
connection between decency and good business.”
He believed that the main purpose of a corporation
should be to serve customers, employees, and
communities. By staying true to those values,
he was able to build the greatest business
enterprise of the 20th century.
Today, the values of a company are even more
critical to its success. As we move into the 21st
century, expectations are higher and processes are
more transparent. Now, more than ever, companies
must not just proclaim the highest standards, they
must live them every day.
The Code of Conduct Handbook will help Ford Motor
Company personnel around the world understand
and follow our policies and procedures. It builds
on our heritage of corporate citizenship, and it
updates our business practices, so that we can
compete ethically and fairly in all circumstances.
I urge all personnel to learn and follow these standards. By doing so, you will help us earn
the trust and respect that are essential for building a great Ford Motor Company for the
next 100 years and beyond.
Bill Ford
Executive Chairman
OGC Corporate Compliance Office • November 2007
Xxxxxxxxx
A
Message from Alan Mulally
Today, companies must compete vigorously and
ethically in a dynamic and demanding global
marketplace. This requires not only compliance with
numerous laws and regulations, but also recognition
of the expectations and aspirations of a variety of
stakeholders. Doing the right thing has become
more complicated, but it is more important than ever.
The Code of Conduct Handbook is designed to give
personnel the information they need to guide their
actions in this challenging environment. It has been
updated to be more global in scope and easier to
read and understand. In addition, it will be available
online in a variety of languages.
It is critical that Ford Motor Company personnel
around the world adhere to the highest ethical
standards so that we can earn the trust of our
customers and grow our business. Being ignorant
of a policy or having good intentions are not
acceptable excuses.
By reading this Handbook and following its guidelines you will help us enhance our
reputation as an outstanding corporate citizen. This is not only the right thing to do –
it is the best thing to do to secure the future success of our Company.
Alan Mulally
President and Chief Executive Officer
Introduction
OGC Corporate Compliance Office • November 2007
Overview
Xxxxxxxxx
Overview
How to Use This Handbook
Responsibility
This Handbook is a brief guide to the conduct expected
of you while you are working at Ford Motor Company
(the “Company”) (including its subsidiaries and affiliates)
or providing services to the Company. It is a summary
of some of the basic Company Policies and legal
requirements that affect our business. It will help you
recognize when a potential ethical or legal issue exists,
and it will tell you where to look for more information.
Ford Motor Company is committed to conducting
business fairly and honestly. This commitment
to integrity requires each of us to act ethically.
Each of us is expected to act, at all times and in all
circumstances, with the highest sense of integrity
on behalf of the Company. We are expected to
act in a manner that protects and enhances the
Company’s corporate reputation.
For details regarding the matters covered in this
Handbook, please review the Company Policy Letters and
Directives cited throughout these pages. If necessary,
you should consult with the appropriate Company
attorney who is responsible for any matter that concerns
you. Or, you may consult the other experts referred to in
the various sections.
All personnel must know and comply with the
spirit and the letter of all Company Policies and
legal requirements related to their work. If you
supervise any personnel, you are expected to take
reasonable steps to ensure that they, too, know
and follow Company policies and any applicable
legal requirements.
The guidance in this Handbook applies broadly to regular,
part-time, supplemental, and temporary employees, as
well as to agency personnel and independent contractors
while they are performing services for the Company.
A few sections apply only to Company employees. In those
instances, the term “employees” is used.
Remember, anyone who violates the law or a
Company Policy may be subject to disciplinary
action, up to and including termination or release.
Violations of the law can expose the Company,
and even the individual violator, to fines, penalties,
civil damages, and, in some cases, imprisonment.
Additionally, violations could damage the
Company’s reputation and result in lost sales
and profits.
This Handbook summarizes the major Corporate Policies
and Directives of the Company that apply generally to
our global operations. However, governing law, labor
contracts, and the application of specific Policies can
vary around the world. Refer to the separate appendices
to obtain information that is specific for your country or
region. You should be sure to read both this Handbook
and the appendix that applies to you. If local law or labor
contracts conflict with a Company Policy, then the local law
and labor contracts take priority over the Company Policy.
Otherwise, local policies and practices must conform to
the Company’s global Policies. If you are unsure of the
policy to follow, please consult your management, your
Human Resources representative, the Office of the General
Counsel (which can be done through the Ford Legal Access
Web site on the Ford Intranet), or your local legal office.
Again, please remember that this Handbook is only a quick
reference tool. You should review the Policy Letters and
Directives for details and specific language.
Overview
Duty to Report Violations*
All personnel must report all known or suspected
violations of Company Policy or business-related
legal requirements, including:
• Civil and criminal laws, and government rules
and regulations
•This Code of Conduct Handbook
• Company Policy Letters and Directives, including
those described in this Handbook
CONTINUED ON PAGE 8
OGC Corporate Compliance Office • November 2007
Xxxxxxxxx
Overview
CONTINUED FROM PAGE 7
If you become aware of a known or suspected violation of
Company Policy or business-related legal requirements,
you should report it promptly to one of the following:
• Your Human Resources or Personnel Relations
representative
•The General Auditor’s Office
•The Office of the General Counsel or your local
legal office
• Your Regional Investigation Coordinator or Local
Incident Coordinator (see description below).
Coordinators are listed at the Corporate Security and
Fire Web site.
•The hotline in your country or region. Some countries,
such as France and Italy, do not have hotlines.
•The toll-free Corporate hotline** based in the United
States, listed at the Corporate Security and Fire Web site
•The Corporate Security and Fire Web site (based in the
United States)
•Recipient organizations authorized to receive such
reports through other procedures, for example, Volvo’s
Incident Reporting Tool (IRT) system on the Volvo Cars
Security Web site
If you are in an organization outside of the United
States and receive a report of a suspected violation, you
should immediately forward the report to your Regional
Investigation Coordinator or Local Incident Coordinator
listed at the Corporate Security and Fire Web site. If you are
in a U.S. organization and receive a report of a suspected
violation, you should immediately forward the report to
Corporate Security and Fire (see Finance Manual Section
89-10-20 for details on receiving and forwarding reports).
a hotline, or by submitting an incident report form
obtained from the Corporate Security and Fire Web site.
Company Policy prohibits any form of retaliation
against individuals who, in good faith, report suspected
violations of the law or Company Policy, or who
cooperate in an investigation of a suspected violation
reported by someone else.
*Note: In a few countries, reporting requirements
vary due to differences in law. For example, in France,
individuals may report violations, but are not required
to do so. Consult your local appendix or your local legal
office if you have questions.
**Note: Callers in some countries must first dial
a country-specific AT&T Direct Access Code (which
may be found at the AT&T World Traveler Web site –
http://www.usa.att.com/traveler/index.jsp) before
dialing the U.S.-based hotline.
References
• Corporate Security and Fire Web site (based in the
United States)
• Ford Legal Access Web site (based in the United States)
• Finance Manual 89-10-20, Incidents and Unusual Events
Reporting
• Finance Manual
• General Auditor’s Office
• Volvo Cars Security Web site
When you report suspected violations, it is most helpful
if you provide your name so you can be reached for
further details and follow-up information. All reports are
handled as confidentially as possible, while still enabling
the Company to conduct a thorough investigation.
However, you may make an anonymous report by calling
Overview
OGC Corporate Compliance Office • November 2007
Workplace Environment
The Code of Basic Working Conditions
Policy Overview
Core Requirements
The diverse group of men and women
who work for the Company are its most
important resource. The Company has
created guidelines for maintaining a work
environment that is safe for all. Policy Letter
No. 24, Code of Basic Working Conditions
and Corporate Responsibility, specifies
the Company’s labor and environmental
standards throughout the Company’s global
operations. It also incorporates fundamental
elements of internationally recognized labor
standards. Policy Letter No. 24 affirms the
Company’s commitment to certain universal
values that are the cornerstone of our
relationship with you. These values reflect
what we stand for as a company and include:
• Conduct yourself in a manner consistent with Policy Letter No. 24
and its underlying Policies.
•If you have a good-faith belief that a violation of these principles
may have occurred in Company or supplier facilities, report the
violation through the Company’s reporting system.
References
• Policy Letter No. 2, Relationships with Employees
• Policy Letter No. 24, Code of Basic Working Conditions and Corporate
Responsibility
•A workplace that does not tolerate
harassment or discrimination
•A work environment that meets or exceeds
applicable standards for occupational
safety and health
•Providing competitive compensation and
work hours, in compliance with applicable
laws
•Recognizing and respecting the right of
employees to associate freely and bargain
collectively
•Ensuring that child labor and forced labor
are not used
When forming commercial relationships
with third parties, including suppliers,
the Company will seek to identify and do
business with entities that adopt and enforce
policies similar to those in Policy Letter No. 24.
Workplace Environment
10
OGC Corporate Compliance Office • November 2007
Equal Opportunity and Diversity
Policy Overview
Core Requirements
We are committed to equal opportunity in
employment and to fostering diversity in our
work force. Our hiring policies and practices
require that there be no discrimination
because of race, color, religion, age, gender,
sexual orientation, gender identity, national
origin, disability, or veteran status, and other
factors that may be covered by local law. We
recognize that diversity in our work force is
a valuable asset, and we strive to provide
an inclusive work environment in which
different ideas, perspectives, and beliefs are
respected. Violations of the Company’s equal
opportunity Policies may result in discipline,
up to and including termination or release.
• Honor the spirit as well as the letter of the Company’s nondiscrimination Policies. These Policies also apply to those who do,
or seek to do, business with us.
•Remember, we all share responsibility for implementing the
Company’s Policies of equal opportunity in employment, and our
commitment to diversity.
• Help the Company as it strives, through legally permissible means,
to have minorities and women well represented throughout our
work force.
•Remember, the Company is committed to providing small, minorityowned, and women-owned businesses the fair opportunity to
compete for Company business and to participate in our supply
chain.
•Treat coworkers with trust and respect at all times. Do not harass a
coworker or visitor to the workplace.
References
• Policy Letter No. 2, Relationships with Employees
• Policy Letter No. 5, Employee Involvement
• Policy Letter No. 6, Equal Opportunity and Affirmative Action
• Policy Letter No. 24, Code of Basic Working Conditions and Corporate
Responsibility
• Directive B-110, Anti-Harassment – Zero Tolerance
• HR ONLINE
Workplace Environment
11
OGC Corporate Compliance Office • November 2007
Anti-Harassment
Policy Overview
Core Requirements
As part of our commitment to having a
respectful and inclusive work environment,
the Company has long maintained an AntiHarassment Policy. Harassment includes
language or conduct that may be derogatory,
intimidating, or offensive to others. All of us,
as well as vendors and other visitors to our
premises, are protected under this Policy and
are expected to abide by it. Violations of the
Company’s Anti-Harassment Policy will result
in discipline, up to and including termination
or release.
•Don’t make jokes, use language, or participate in activities that may
be offensive to others. Discourage others from engaging in such
behavior. As a precaution, always think about how something could
be perceived by others.
•Don’t intimidate others through bullying, threats, or practical jokes.
•Report, and encourage others to report, incidents of harassment or
retaliation. Report any incidents to appropriate Human Resources
personnel, or use the Company’s reporting system.
•Take all harassment complaints seriously. Managers and supervisors
should immediately address behavior or conduct that may be
offensive, and should encourage an atmosphere in which everyone
feels free to report potential violations.
•Do not retaliate against anyone who makes a report. The Company
prohibits retaliation against anyone making a good-faith complaint
of harassment, or who cooperates in a Company investigation of a
complaint that alleges harassment.
References
• Directive B-110, Anti-Harassment – Zero Tolerance
• HR ONLINE
Workplace Environment
12
OGC Corporate Compliance Office • November 2007
Health and Safety
Policy Overview
Core Requirements
The Company is committed to protecting
health and safety. Safety is one of the
most important factors in any decision. As
stated in the Company’s Health and Safety
Commitment:
•Take personal responsibility for the protection of health and safety
while at work. We will only achieve our goal of zero injuries with the
commitment of all personnel to achieve this goal.
“Our most valuable asset is our people.
Nothing is more important than their
safety and well being. Our coworkers and
families rely on this commitment. There
can be no compromise.”
When it comes to health and safety concerns,
compliance with legal requirements
represents a minimum. When necessary
and appropriate, we establish and comply
with standards of our own, which may go
beyond legal requirements. In seeking ways
to protect health and safety, the issue of cost
should not rule out consideration of any
reasonable alternative.
Workplace Environment
•If you are a member of management, consult with employees
and/or their representatives and involve them in matters affecting
their health and safety. Management of each activity is expected to
accept this responsibility as an important priority, and to commit
the necessary resources to health and safety.
• Comply with the Company’s health and safety requirements. Failure
to do so may result in discipline, up to and including termination or
release.
References
• Policy Letter No. 17, Protecting Health and the Environment
• Directive B-108, Occupational Health and Safety Management
• Health and Safety Commitment
13
OGC Corporate Compliance Office • November 2007
Substance Abuse
Policy Overview
Core Requirements
Substance abuse poses a threat to all of
us in virtually every aspect of our lives,
including the workplace. For the protection
of all, it is imperative that the workplace be
free from substance abuse, including use
or possession of illegal or illicit drugs, and
alcohol abuse. You may not use, possess,
manufacture, distribute, dispense, transport,
promote, or sell illegal or illicit drugs or drug
paraphernalia while on Company business
or on Company premises. You are prohibited
from being at work or on Company business
while under the influence of, or impaired by,
alcohol or illegal or illicit drugs.
•Do not work under the influence of alcohol or other substances.
This includes being under the influence of alcohol or other
substances that impair judgment, performance, or behavior
while on Company premises, or while away from the workplace
on Company business.
The Company encourages anyone having
substance abuse problems to seek
appropriate assistance. Employees should
check the local appendix for countryspecific employee assistance services that
are available to you. Use of assistance
services will not jeopardize your status with
the Company, provided that you maintain
acceptable levels of performance and
conduct.
• Make contractors and other suppliers who perform work on
Company premises aware of the Company’s position on substance
abuse. Let them know they are expected to take appropriate
measures to ensure that their employees and agents act in a
manner consistent with the Company’s requirements.
•Do not possess, use, sell, or transfer illegal drugs, medically
unauthorized drugs, controlled substances, or unauthorized alcohol
on Company premises.
• Help identify suspected drug trafficking on Company premises
by reporting such activity to local or corporate Human Resources
representatives, local management, the facility’s Security staff, the
Company reporting system, or to appropriate law enforcement
agencies, such as the police.
•In order to protect everyone’s health and safety, the Company will
take steps to investigate possible violations of its substance abuse
Policies. Subject to local agreements or law (for country-specific
information, see your local appendix), everyone is expected to
cooperate in:
–Personal or facility searches for alcohol or illegal drugs when
requested
– Medical evaluations
–Alcohol and drug testing if: judgment or performance appears
impaired, if behavior is erratic, or under special circumstances
such as following an accident
Violation of the substance abuse policy or refusal to cooperate (for
country-specific information, see your local appendix) may result in
discipline, up to and including termination or release.
References
• Directive A-121, Substance Abuse
Workplace Environment
14
OGC Corporate Compliance Office • November 2007
Gifts, Favors and
Conflicts of Interest
Receiving Gifts or Favors
Policy Overview
Core Requirements
Each of us is expected to act in a way that
promotes the Company’s best interests.
Personal relationships with suppliers,
dealers, and customers must not affect your
ability to act in a manner that is best for the
Company. Those relationships must not harm
the Company’s reputation by creating the
appearance of impropriety. One good test is
to ask yourself how others might view your
actions if they were disclosed to Company
management or reported in the media.
•Do not use your position at the Company to privately enrich
yourself or others (such as family or friends). In fact, you should
avoid situations that could even look to outsiders as if you are doing
something improper.
Accepting gifts or favors from a business
contact, such as a supplier or dealer, can
cloud your judgment when making decisions
for the Company, or give the appearance that
the supplier or dealer is “buying” favorable
treatment. Always follow the Company’s
limitations and conditions on accepting gifts
or favors from individuals or organizations
that do business with the Company, or that
are actively seeking to do business with the
Company.
•Never ask for a gift or favor from an individual or organization
that does business with the Company, or is actively seeking to do
business with the Company.
•Accept a gift or favor that is freely offered by suppliers, dealers,
and others only if it is of nominal value, involves a normal sales
promotion, advertising, or publicity, and there is a legitimate
business purpose. In the United States, $50 is considered to
be nominal value. See your local appendix, or ask your Human
Resources representative to find out what is considered “nominal
value” in your country.
•Never accept any of the following types of gifts or favors from an
individual or organization that does business with the Company, or
is actively seeking to do business with the Company:
– Cash, gift certificates, or a gift of packaged alcohol (including beer
or wine)
–Tickets to any event, unless the supplier is in attendance and the
situation meets all other entertainment limitations
–A loan, unless it is from a regular financial institution on normal
terms
–Discounts on goods or services, unless the supplier makes them
generally available to all employees in the Company
– Gifts or other donations for parties or social events attended
principally by Company personnel (for example, retirement or
holiday parties)
•Return inappropriate gifts with a polite note explaining the
Company’s Policy. If it is not possible or practical for you to return
the gift, consult your local Human Resources representative to
determine what to do with the gift.
•Ask if you are not sure if something is appropriate. You may ask your
manager, your local Human Resources representative, the Office of
the General Counsel, or your local legal office.
CONTINUED ON PAGE 17
Gifts, Favors, and Conflicts of Interest
16
OGC Corporate Compliance Office • November 2007
Receiving Gifts or Favors
(continued)
CONTINUED FROM PAGE 16
References
• Policy Letter No. 3, Standards of Corporate Conduct
• Directive A-107, Standards of Corporate Conduct
• Directive A-109, Provision of Gifts, Prizes and Related Items by the
Company
• HR ONLINE
Gifts, Favors, and Conflicts of Interest
17
OGC Corporate Compliance Office • November 2007
Entertainment and Social Events
Policy Overview
Core Requirements
Socializing with suppliers, dealers, and other
business contacts (referred to below simply
as “suppliers”) can be helpful in cultivating
a good working relationship, but there are
limitations on what types of entertainment
and social events are acceptable. You must
always remember to act in a way that
promotes the Company’s best interests, and
that protects the Company’s reputation.
Social activities with business associates
must be appropriate and limited. You should
only accept invitations that are businessrelated and freely offered. You should never
accept an invitation that would create an
appearance of impropriety. Always follow the
Company’s limitations on attending supplierpaid activities.
• Know and follow Company Policies regarding accepting
refreshments, entertainment, and other social events associated
with your work at the Company:
– You may accept refreshments provided by a supplier while
attending a business meeting.
– You may accept only one meal per quarter per supplier.
– You may accept only one meal per week, in total, from all
suppliers.
– You may accept up to two entertainment events (such as a golf
outing, or a sporting, theatrical, or cultural event) per calendar
year, per supplier, provided that the supplier is in attendance and
the event does not require extensive travel or an overnight stay.
•Do not attend an event that involves adult entertainment when you
are on Company business.
•Do not travel on a supplier’s aircraft or vehicle for transportation
unless it is an authorized Company business trip (such as a trip to
a supplier’s plant for a Quality Review, or a local social event that
complies with the Company’s entertainment Policies). Additionally,
any travel on a supplier’s aircraft must meet the requirements of
Directive A-110.
•Although you may accept invitations from multiple suppliers,
remember that frequent acceptance of gifts or invitations (even if
within Policy limitations) may create an appearance of impropriety.
• You may accept a gift while at a supplier-paid event, as long as
the gift is of nominal value. Remember, prizes given out at such
events are considered gifts. Therefore, you may not accept a prize
of greater than nominal value, even if you win a contest to qualify
for the prize. See your local appendix, or ask your Human Resources
representative to find out what is considered “nominal value” in your
country.
• Use good judgment when you are offered gifts or invitations. If
there is any doubt whether the conduct is appropriate, you should
consult your Human Resources representative or pay your own way.
CONTINUED ON PAGE 19
Gifts, Favors, and Conflicts of Interest
18
OGC Corporate Compliance Office • November 2007
Entertainment and Social Events (continued)
CONTINUED FROM PAGE 18
References
• Policy Letter No. 3, Standards of Corporate Conduct
• Directive A-107, Standards of Corporate Conduct
• Directive A-110, Business Related Travel
• HR ONLINE
Gifts, Favors, and Conflicts of Interest
19
OGC Corporate Compliance Office • November 2007
Preferential Treatment, and Working or Consulting
Outside the Company
Policy Overview
Core Requirements
The Company does not want to interfere
unnecessarily with your personal affairs,
and it recognizes that it is desirable to have
friendly relationships with suppliers, dealers,
and others with whom we do business. Yet
it is important that you and the Company
work together to avoid any basis for criticism
or misunderstandings. Therefore, do not
give preferential treatment to others, and
never use unethical business practices.
You must also avoid conduct that might be
misinterpreted as being improper, or giving
one supplier or dealer an unfair advantage.
•Do not act on behalf of the Company with an organization in which
you or a family member has a financial interest, or which employs a
family member or close friend.
It is important that you and the Company
not be placed in a situation where you have
a conflict of interest in conducting Company
business. For that reason, all salaried
employees must seek prior approval from the
Company any time they will be serving as a
director, officer, or consultant of an outside
business, regardless of whether or not the
Company conducts business with that
outside entity.
•Do not give preferential treatment, and avoid a situation that would
raise the suspicion of preferential treatment. Consult with your
management, Human Resources representative, or the Office of the
General Counsel or your local legal office about any questionable
situation.
•Do not use any nonpublic information gained through the Company
for your personal advantage, or to enable others to profit from it.
For example:
–Do not profit from a business transaction in which the circumstances
indicate that the opportunity belongs to the Company.
–Do not disclose any Company information outside the Company,
including financial, product, or bid information, prior to its
authorized release.
•If you are a salaried employee, obtain prior written approval from
the Company for the following circumstances:
– Before working or performing services for an organization with
which the Company does business
– Before becoming a director, officer, or consultant of any other
business
– For employees who are LL5 (or its equivalent) or above, before
becoming a director, officer, or consultant of a nonprofit or charitable
organization (such as the United Way or a disaster relief organization)
at the national level, or before accepting a local position (in a
similar organization) that has high, community-wide visibility
• Consult with your local Human Resources representative before you
act, if you are in doubt about how this Policy affects you.
References
• Policy Letter No. 3, Standards of Corporate Conduct
• Directive A-107, Standards of Corporate Conduct
• HR ONLINE
• Form 2402
Gifts, Favors, and Conflicts of Interest
20
OGC Corporate Compliance Office • November 2007
Financial Interests
Policy Overview
Core Requirements
Each of us is expected to act with the
highest sense of integrity and in a manner
that protects and enhances the Company’s
reputation. You should not enrich yourself or
others while conducting Company business.
In order to ensure that employees and the
Company are not placed in a situation where
an employee has a conflict of interest in
conducting Company business, all salaried
employees must report certain financial
interests held by them or a family member.*
•Salaried employees may not own the following financial interests in
any entity that does business with the Company without the written
approval of the Ford Motor Company officers identified in Policy
Letter No. 3:
–Any interest in such a business that is not a corporation
– More than 1% of any class of stocks or bonds of such a
corporation (including any options, loans, or other financial
arrangements), whether or not publicly owned
•Salaried employees must report the following financial interests
in any entity that does business with the Company, by submitting
the information on Form 2402 to their local Human Resources
representative:
–Any financial interest in such a nonpublicly owned entity
–Any financial interest in any business transaction to which the
Company is, or will become, a party
•Salaried employees must report the following financial interests
held by any of their family members* (to the extent known) in
any entity that does business with the Company, by submitting
the information on Form 2402 to their local Human Resources
representative:
–Any interest in such a business that is not a corporation
–Any financial interest in such a nonpublicly owned entity
– More than 1% of any class of stocks or bonds of such a publicly
owned corporation (including any options, loans, or other
financial arrangements)
–Any financial interest in any business transaction to which the
Company is, or will become, a party
*“Family member” means the employee’s spouse, parent, brother,
sister, or child, or a spouse of such a child.
Note: Any new or modified interests should be reported within
20 calendar days of any change.
CONTINUED ON PAGE 22
Gifts, Favors, and Conflicts of Interest
21
OGC Corporate Compliance Office • November 2007
Financial Interests (CONTINUED)
CONTINUED FROM PAGE 21
References
• Policy Letter No. 3, Standards of Corporate Conduct
• Directive A-107, Standards of Corporate Conduct
• HR ONLINE
• Form 2402
Gifts, Favors, and Conflicts of Interest
22
OGC Corporate Compliance Office • November 2007
Insider Trading
Policy Overview
Core Requirements
While working for the Company, you may
have access to information about the
Company, or to the business information
of other companies, that has not yet been
made available to the general public. This
is known as “insider information” or “inside
information.” As a matter of Company Policy,
and as a matter of law, you may not use such
information for your own financial gain, or
disclose it to others for their financial gain.
•Protect the Company’s nonpublic information.
Specifically, you may not buy or sell stock
in a company if you learn of confidential
information that a reasonable investor would
deem important in deciding whether to buy
or sell the stock of that company at the price
offered. This means that if you have such
nonpublic information about the Company
(or another company), you must not buy or
sell shares of stock of the affected company,
or disclose that information to others, until
the information has been made known
publicly.
•Do not buy or sell stock or other securities based on nonpublic
information.
•Do not “tip” others about nonpublic information so they can buy or
sell stock.
• Contact the Office of the General Counsel or your local legal office
if you have questions regarding your ability to buy or sell shares
of stock, given the information you know about the Company’s
business.
References
• Policy Letter No. 3, Standards of Corporate Conduct
• Policy Letter No. 22, Preventing Improper Disclosure of Company
Information
Some examples of the types of information
that are likely to be considered insider
information include: possible acquisitions
or mergers; earnings estimates, material
changes in sales, liquidity issues, or other
financial information; significant changes in
production schedules; significant changes
in operations; government investigations;
significant lawsuits or settlements; and
changes in senior management.
Gifts, Favors, and Conflicts of Interest
23
OGC Corporate Compliance Office • November 2007
Giving Gifts or Favors to Outside Business Contacts
or Company Personnel
Policy Overview
Core Requirements
Giving gifts, just like receiving gifts, can
harm the Company’s reputation by creating
the appearance of impropriety. In some
situations, giving gifts or favors can also
violate the law; for example, when dealing
with government officials. Giving gifts to
Company personnel can raise issues of
preferential or unfair treatment that can
affect morale and create perceptions of
favoritism. For these reasons, it is important
to follow the Company’s gift and favor
Policies.
•Do not give gifts or favors of value greater than the limitations in
Directive A-109 to any business contact unless the gifts or favors are
part of a Company-approved promotion. You should avoid situations
that even look to outsiders as if you are doing something improper.
When giving gifts or favors to those who do,
or seek to do, business with the Company,
several tests must be met. (Remember that
“favors” include meals and entertainment).
Any gift or favor must: (a) be part of normal
Company-approved sales promotions,
advertising, or publicity; and (b) be of
limited value and not risk the appearance of
impropriety. Giving gifts or favors to certain
business contacts may have additional legal
limitations. Any time you are working with a
government official or union representative,
be sure that you understand any limitations
that may apply.
Regarding gifts or favors to Company
personnel, neither a Company organization
nor a Company employee may give gifts or
favors paid for by the Company to Company
personnel or their family members without
an approved exception.
• Follow the guidance given in the section titled Working with
Governments; Restrictions on Political Activities in this Handbook for
gifts to government officials.
•Never provide gifts, entertainment , or other favors to a union
representative without consulting with the Office of the General
Council or your local legal office.
• Be sure that any gifts or favors given to personnel on behalf of the
Company are part of a Company-approved program and comply
with the limitations in Directive A-109. Items that are permitted
under Directive A-109 include:
– Gifts of limited value (such as T-shirts or key chains) that are part
of a Company-sponsored recognition program
– Gifts of limited value that involve normal sales promotion,
advertising, or publicity given to participants at Companysponsored activities
– Certain sales incentives, subject to the limitations in Directive A-109
Note: Company personnel may not accept or take promotional
items given to dealers, unless the items meet the limitations of
Directive A-109.
•Ask if you are not sure if something is appropriate. You can ask your
manager, your local Human Resources representative, the Office of
the General Counsel, or your local legal office. For country-specific
information, see your local appendix.
References
• Policy Letter No. 3, Standards of Corporate Conduct
• Directive A-107, Standards of Corporate Conduct
• Directive A-109, Provision of Gifts, Prizes and Related Items by the
Company
• Directive C-107, Payment of Travel Expenses of Non-Employees
• HR ONLINE
Gifts, Favors, and Conflicts of Interest
24
OGC Corporate Compliance Office • November 2007
Use of Company Assets and
Data Safeguarding
Use of Company Assets
Policy Overview
Core Requirements
As employees and other entrusted personnel,
each of us is responsible for protecting the
Company’s assets and ensuring that they are
used for Company business purposes and in
accordance with Company policies.
• Use Company assets for Company business. In most countries,
occasional use of Company assets, such as computer resources
and phones, for private, noncommercial use is permitted if it does
not compromise the Company’s interests or adversely impact your
performance on the job.
Resources such as computers, telephones,
personal digital assistants (PDAs), Internet
access, electronic mail (e-mail), instant
messaging, reproduction equipment,
facsimile (fax) machines, and similar
technologies are provided to enable you to
perform your work in support of Company
business. All electronic data stored on
Company computers or similar assets are
the property of the Company. You should
have no expectations of privacy when using
Company computers or other Company
resources. The Company has the right to
monitor or access documents on its systems
at any time, within the limits of existing laws
and agreements. In some countries, local
laws may give personnel limited privacy
rights for personal data. (For country-specific
information, see your local appendix).
If you drive a Company vehicle, you are
required to be properly licensed and to
operate the vehicle safely (which includes
using safety belts) and in accordance with
the law.
–Occasional, private use is not permitted in countries that restrict the
Company’s right to access personal information on Company assets.
•Do not use Company resources to run a personal business or similar
venture.
•Do not access, reproduce, display, distribute, or store any materials
that are sexually explicit, obscene, defamatory, harassing, illegal,
or otherwise inappropriate when using Company assets, or when
performing your job.
•Do not use Company resources to reproduce, display, distribute, or
store any materials that violate trademark, copyright, licensing, or
other intellectual property rights of any party.
•Remember, the Company will investigate theft or loss of its assets
and take appropriate action.
•Always wear safety belts when driving on Company business. And
when in a Company vehicle, all occupants must wear safety belts.
•Drive Company vehicles safely and in accordance with the law.
Drivers must be unimpaired and properly licensed.
References
• Policy Letter No. 2, Relationships with Employees
• Policy Letter No. 23, Privacy and Protection of Personally
Identifiable Information
• Directive A-112, Safety Belt Use and Driving Requirements When
Traveling by Vehicle on Company Business
• Directive B-105, Assignment, Use and Sale/Lease of Company Vehicles
• Directive B-109, Appropriate Use of Company Computer Resources
and Similar Company Assets
• Directive B-110, Anti-Harassment – Zero Tolerance
• Information Technology Policy Manual (ITPM)
Integrity
Use
of Company
of Financial
Assets
and
and
Other
DataCompany
Safeguarding
Records
26
OGC Corporate Compliance Office • November 2007
Careful Communications
Policy Overview
Core Requirements
You are responsible for ensuring that your
communications are clear, correct, and
appropriate. Responsible and appropriate
communications are essential not only
to conducting our business, but also to
the Company’s reputation. Copies of
communications may be used as evidence in
a courtroom, in submissions to government
agencies that regulate our business, in
the development of articles by the media,
and in determining corrective actions or
discipline by Company representatives.
Communications include such things as
written memoranda, handwritten notes,
drawings, e-mail, computer files, voice mail,
and photographs.
•State the facts clearly to ensure that the content of a
communication is not misunderstood. Do not exaggerate or
include unsupported assumptions in your communications.
Certain business activities within the
Company have been designated to oversee
communications on specific topics, or with
specific types of groups or individuals. It is
important that communications from outside
the Company be immediately forwarded to
the proper activity for handling.
•Direct communications to the proper individuals. When you are
identifying and helping to solve an issue, the communications
should be directed to those individuals responsible for solving
it. Include the entire context of the issue with enough detail for
them to act on it. When the issue is resolved, close the matter
by documenting the full context and the final resolution.
• Be especially careful in public places or when using public
forums, including those on the World Wide Web. Be careful
not to disclose nonpublic Company information, state or
imply that you are speaking on behalf of the Company, or do
anything that would harm the reputation of the Company.
•Immediately forward any communications from outside
the Company to the appropriate activity to ensure that
the Company makes a proper response. Listed below are
common examples:
– Contacts from a government, including any police or other
law enforcement agencies: Forward to the Office of the
General Counsel or your local legal office.
–Legal inquiries: Forward to the Office of the General
Counsel or your local legal office.
–The media: Forward to Public Affairs.
– Financial inquiries: Forward to Investor Relations or Public
Affairs.
–Vehicle or dealer complaints: Forward to Ford Customer
Service Division (FCSD), or to the appropriate brand
customer-service group.
– Unsolicited ideas and product suggestions: Forward to the
Consumer Innovation Office (CIO), in accordance with the
instructions set forth on the CIO’s Web site.
Note: If you have received an outside contact and are unsure
about where to refer it, consult the Office of the General
Counsel or your local legal office.
CONTINUED ON PAGE 28
Integrity
Use
of Company
of Financial
Assets
and
and
Other
DataCompany
Safeguarding
Records
27
OGC Corporate Compliance Office • November 2007
Careful Communications (continued)
CONTINUED FROM PAGE 27
References
• Policy Letter No. 4, Compliance with the Antitrust Laws
• Policy Letter No. 12, Public Affairs
• Policy Letter No. 22, Preventing Improper Disclosure of Company
Information
• Directive C-108, External Communications with Respect to Financial
Performance or Condition
• Directive E-101, Public References to Competitors and Their Products
• Directive E-103, Responding to Product and Service Customer
Complaints
• Consumer Innovation Office Web site
• Guidelines for On-line Communications on the Ford Legal Access
Web site
Integrity
Use
of Company
of Financial
Assets
and
and
Other
DataCompany
Safeguarding
Records
28
OGC Corporate Compliance Office • November 2007
Protecting Company Information
Policy Overview
Core Requirements
The Company’s information is a valuable
asset and must be managed effectively and
securely. Generally, Company information
is any information that you receive, acquire,
or record in performing your job duties,
including information that is stored on
Company computers or other electronic
storage devices. It includes documents
such as product plans, vehicle designs,
strategy papers, retail finance contracts,
communications to the Company’s Board of
Directors and management, and agreements
the Company has with others, as well as
written memoranda, handwritten notes,
drawings, photographs, computer files, voice
mail, and e-mail notes. Though it may be
in your possession, Company information
belongs to the Company, not to you.
•Assign the proper information security classification under Global
Information Standard 2 (GIS2) (Secret, Confidential, Proprietary, or
Public).
Effective management of Company
information helps the Company meet its
business goals, maintain a competitive
advantage, and achieve its objectives for
quality. Proper information management
is also required to support the Company’s
compliance with legal and regulatory
requirements and internal policies. Company
information that you receive or acquire in
performing your job should be managed as
carefully as financial, real estate, and other
types of Company assets. You are required to
know the Company’s procedures for creating,
transferring, retaining, and disposing of
information. The Company takes disclosure
of its information very seriously and will not
hesitate to act to protect its interests, where
appropriate.
•Take appropriate measures to safeguard and protect the
confidentiality and security of Company information.
• With Secret and Confidential information, take extra care to protect
information. See GIS2 and the Information Technology Policy
Manual (ITPM) for additional protective measures you should take.
•Do not use nonpublic information about the Company or other
companies with which we do business for personal financial gain, or
for the financial gain of others.
• Be sure you have an appropriate Company-approved purchase
agreement or a written Confidentiality Agreement that has been
approved by the Office of the General Counsel or your local legal
office, if you need to share nonpublic Company information with a
supplier or other business.
•If you receive an inquiry from outside the Company, you
must forward it to the business activity responsible for such
communications to ensure that the Company makes a proper
response. See the Careful Communications subsection of this
section for further information.
References
• Policy Letter No. 3, Standards of Corporate Conduct
• Policy Letter No. 20, Management of Corporate Records and
Information
• Policy Letter No. 22, Preventing Improper Disclosure of Company
Information
• Policy Letter No. 23, Privacy and Protection of Personally Identifiable
Information
• Directive B-109, Appropriate Use of Company Computer Resources
and Similar Company Assets
• Directive C-101, Outside Requests for Informational Visits to Ford
Facilities
CONTINUED ON PAGE 30
Integrity
Use
of Company
of Financial
Assets
and
and
Other
DataCompany
Safeguarding
Records
29
OGC Corporate Compliance Office • November 2007
Protecting Company Information (continued)
CONTINUED FROM PAGE 29
• Directive C-108, External Communications with Respect to Financial
Performance or Condition
• Directive C-110, Acquiring Information from Outside the Company
• Directive C-114, Image Capturing Devices on Company Premises
• Directive E-107, Automotive Advertising Agency Relationships With
Competitors
• Global Information Standard 1 (GIS1): Management and Retention of
Company Records
• Global Information Standard 2 (GIS2): Corporate Information Security
• Global Information Management (GIM) Web site
• Information Technology Policy Manual (ITPM)
• Security Classifications for Records FAQs
Integrity
Use
of Company
of Financial
Assets
and
and
Other
DataCompany
Safeguarding
Records
30
OGC Corporate Compliance Office • November 2007
Personal Data Privacy
Policy Overview
Core Requirements
The trust and confidence of our customers,
personnel, dealers, suppliers, and others
are essential to the success of Ford Motor
Company. Each individual has legitimate
expectations that the Company will handle
their personally identifiable information
(PII) responsibly, and that the Company will
take reasonable and appropriate measures
to protect PII from misuse. PII is defined
as any information that can be associated
with a unique individual or that can be
used to identify, locate, or contact a unique
individual.
• Make someone responsible and accountable for the proper
collection, management, and security of PII that your group handles.
•State the purposes for the collection of the PII; limit the collection
and use in a manner consistent with the stated or reasonably
implied purposes, and with applicable law.
•Provide reasonable and appropriate security safeguards to protect PII.
•Immediately submit an incident report to Security if you suspect
the security or confidentiality of PII has been compromised (for
example, unauthorized access, or the loss or theft of a laptop or
other portable electronic device).
• Follow Company policy if your organization shares PII with suppliers.
You must have a written agreement, approved by the Office of
the General Counsel or your local legal office, which lays out the
responsibility of each party to protect the shared PII. Conduct an
initial assessment of the supplier’s ability to protect the PII, followed
by regular periodic assessments to verify continued protection.
References
• Policy Letter No. 23, Privacy and Protection of Personally Identifiable
Information
• Directive B-104, Confidentiality of Employee Records and Protection of
Personally Identifiable Information
• Directive C-110, Acquiring Information from Outside the Company
• Directive C-113, Consumer Privacy Standards and Protection of
Personally Identifiable Information
• Directive C-116, Supplier Safeguarding of Personally Identifiable
Information
• Global Information Standard 1 (GIS1): Management and Retention of
Company Records
• Global Information Standard 2 (GIS2): Corporate Information Security
• Global Information Management (GIM) Web site
• Information Technology Policy Manual (ITPM)
Integrity
Use
of Company
of Financial
Assets
and
and
Other
DataCompany
Safeguarding
Records
31
OGC Corporate Compliance Office • November 2007
Annual File Review and Records Management
Policy Overview
Core Requirements
The Company’s Global Information Standards
(GIS) program includes standards, processes,
services, and solutions that enable the
management of Company records and
information, regardless of media or location.
• Know whether the documents you are responsible for are classified
as “Official” or “Transient” records. If they are Official, apply GIS1 item
numbers to the records to track retention requirements.
Two Global Information Standards form the
basis of the GIS program: Global Information
Standard 1 (GIS1) is the records management
standard that establishes retention
requirements for all Company records,
regardless of format. Global Information
Standard 2 (GIS2) is the information
security standard for the Company. It
governs the protection and handling of
records and information, and defines four
security classifications: Secret, Confidential,
Proprietary, and Public.
– Secret is defined as information of a strategic or other sensitive
nature that, if disclosed in an unauthorized manner, would cause
substantial, severe, or irreparable damage to the Company or
its relationships.
The Annual File Review (AFR) is the
compliance process associated with the
GIS program. It occurs every year between
January 1 and March 31. During this period,
personnel are required to review the records
for which they are responsible to determine
which records should be destroyed that year,
including a review of whether or not there is
an applicable suspension order.
•Assign GIS2 information security classifications to records for which
you are responsible. For example:
– Confidential is defined as information that provides the
Company with a competitive advantage that supports its
technical or financial position, and that, if disclosed without
authorization, could cause damage to the Company.
– Proprietary is defined as that information created or obtained in
the normal course of business (and that is not classified as Secret,
Confidential, or Public), and that, if disclosed to the public, may
cause some negative consequence to the Company. Examples
include: calendars, drawings, or specifications of released
programs; and Company Policies.
– Public is defined as that information made available to the public,
including disclosures required by federal, state, provincial, or local
law. Examples include: product brochures, advertisements, press
releases, U.S. Security and Exchange Commission filings, and
Company Annual Reports.
• Follow established requirements for access, reproduction, travel,
transfer, storage, and disposal of records based on the assigned
security classification.
•Ensure that all records in all storage locations, including records
stored in electronic applications, shared drives, or at offsite storage
locations, are identified on the appropriate Departmental Records
Inventory Matrix.
•Review records during the Annual File Review (AFR) for continued
record retention or destruction.
–Retain all records, Transient as well as Official, even after
expiration of their retention, if they are associated with current
suspension orders.
CONTINUED ON PAGE 33
Integrity
Use
of Company
of Financial
Assets
and
and
Other
DataCompany
Safeguarding
Records
32
OGC Corporate Compliance Office • November 2007
Annual File Review and Records Management (CONTINUED)
CONTINUED FROM PAGE 32
– Complete all steps in the AFR process, and then submit an annual
Certificate of Compliance.
•Destroy records by following the proper procedure based on their
security classification.
•Transfer the responsibility for records to a new owner if your job
responsibilities change, or if you are leaving the Company.
•If you are a departmental or business activity manager, ensure that
personnel in your activity comply with the requirements of GIS1
and GIS2.
References
• Policy Letter No. 20, Management of Corporate Records and
Information
• Policy Letter No. 23, Privacy and Protection of Personally Identifiable
Information
• Global Information Standard 1 (GIS1): Management and Retention of
Company Records
• Global Information Standard 2 (GIS2): Corporate Information Security
• Global Information Management (GIM) Web site
• Information Technology Policy Manual (ITPM)
• Finance Manual
• Finance Manual, FM 04-10 Series, Company Records
• Security Classifications for Records FAQs
Integrity
Use
of Company
of Financial
Assets
and
and
Other
DataCompany
Safeguarding
Records
33
OGC Corporate Compliance Office • November 2007
Integrity of Financial and
Other Company Records
Integrity of Financial and Other Company Records
Policy Overview
Core Requirements
Now, more than ever, it is important that all financial
records be accurate and complete. Companies face
severe consequences if they provide inaccurate financial
statements to their shareholders or to government
authorities. The Company’s Chief Executive Officer (CEO)
and Chief Financial Officer (CFO) certify several statements
in quarterly filings with the U.S. Securities and Exchange
Commission. They include certifications that the report
does not contain any untrue statement of a material fact,
and that it does not omit the statement of any material
fact that is necessary to ensure that the statements being
made are not misleading. The CEO and CFO also certify that
the financial statements and other financial information in
the report fairly present the financial condition, the results
of operations, and the cash flows of the Company and its
subsidiaries. In addition, the directors of the Company and
its various subsidiaries rely on the accuracy of the financial
data when they are signing off on the accounts each year.
•Record, accurately and completely, all Company
financial information for accounting, taxation, and
other financial-reporting purposes.
You should remember that many corporate business
records support the Company’s financial statements.
For example, if you use funds approved for capital
improvements to support ongoing business operations,
such an action could result in the incorrect classification
of Company expenditures on our financial statements.
In a similar way, adjusting reserves without following
appropriate accounting Policy can also potentially lead to
inaccurate financial statements.
Accurate and complete business records enable
management to make proper and informed decisions.
Additionally, the Company is required to provide certain
information to various government agencies, and incorrect
information could potentially subject the Company to
legal penalties. All records, therefore, must be complete,
accurate, and up-to-date. This means not only financial
records, but also such data as sales records, business
metrics, performance-related records, test records, and
engineering records. Falsification, deliberate concealment,
or deliberate manipulation of records will not be tolerated,
and will be dealt with appropriately, up to and including
termination or release.
Integrity of Financial and Other Company Records
•Notify management of any accounts that cannot be
reconciled. Management should take immediate
steps to reconcile such accounts, inform the necessary
personnel and business activities, and take steps to
ensure that such errors do not occur again. Such steps
could include additional training of personnel and
additional management oversight.
•Ensure that business records contain complete,
accurate, and up-to-date information, so that
management can make sound business decisions.
•Notify the Company of any errors, so that they can
be assessed and corrected. Operations Identified
Comments (OICs) should be raised as appropriate. The
Company recognizes that errors can and do occur, but
they must be handled properly once they are found.
•Do not deliberately falsify business records, or conceal
any errors. Such actions not only violate Company
Policy, but also may constitute a violation of law,
and they will be dealt with appropriately, up to and
including termination or release.
References
• Policy Letter No. 3, Standards of Corporate Conduct
• Policy Letter No. 20, Management of Corporate Records
and Information
• Finance Manual
• Code of Ethics for Senior Finance Personnel
35
OGC Corporate Compliance Office • November 2007
Product Quality, Safety and
Environmental Matters
Product Quality and Safety
Policy Overview
Core Requirements
At Ford Motor Company, Quality is Job 1.
Quality is defined by our customers, and goes
hand-in-hand with safety. Our customers are
why we exist; their satisfaction is essential
to our success. Therefore, the quality of our
products and services must be our number
one priority today and tomorrow.
• Utilize the Company’s Quality Operating System (QOS) and its key
processes to achieve measurable results, eliminate waste, and
deliver value.
To be the best-in-class in customer
satisfaction, it is critical that the Company
build safe products. More than ever before,
customers expect our vehicles to contain
superior safety features, and so does the
Company itself. Policy Letter No. 7, Vehicle
Safety, requires that the Company be active
and responsible in all areas of automotive
safety. This is a broad requirement that covers
vehicle design and manufacture, driver
behavior, and the highway environment.
Our products should be designed not only
to meet or exceed applicable laws and
regulations, but also to advance the state-ofthe-art in safety whenever practicable.
• Be actively involved in Quality Leadership and follow the nine
Quality Leadership principles in the Global Quality Manual.
–The Quality Operating System’s standards and procedures
significantly affect the quality of our products and services,
and help ensure that our products meet or exceed applicable
international standards.
• Utilize Six-Sigma and its data-driven decision making.
• When selecting a supplier, include the supplier’s demonstrated
ability to achieve continuous quality improvement in the selection
criteria.
•Do not rule out, based on the issue of cost, the consideration
of possible state-of-the-art alternatives, in evaluating potential
advances in product safety. Priorities should be based on achieving
the greatest anticipated safety benefit that is practical.
•Remember that a major objective of the Company’s research and
development efforts is the implementation of product, process,
and manufacturing innovations that provide customer benefit and
value, and that help protect the environment and enhance safety.
• Consider the performance throughout the life of the vehicle
when working to meet the safety needs and expectations of the
Company’s customers.
•Address in-service safety concerns in a timely, customer-driven
manner.
References
• Policy Letter No. 1, Ford Quality Policy
• Policy Letter No. 7, Vehicle Safety
• Policy Letter No. 8, Technological Innovation
• Policy Letter No. 10, Decisions to Manufacture or Purchase Production
and Service Parts (Make/Buy Decisions)
CONTINUED ON PAGE 38
Product Quality, Safety, and Environmental Matters
37
OGC Corporate Compliance Office • November 2007
Product Quality and Safety (CONTINUED)
CONTINUED FROM PAGE 37
• Policy Letter No. 11, Supplier Selection and Relationships
• Directive A-116, Management of Ford Total Quality Excellence
• Directive F-112, Global Engineering and Quality Standards
• Directive F-113, Product Design and Manufacturing Change
Management – Vehicles Built in U.S., Canada, and Mexico
• Global Quality Manual
Product Quality, Safety, and Environmental Matters
38
OGC Corporate Compliance Office • November 2007
Environmental Matters
Policy Overview Core Requirements
It is Ford Motor Company’s Policy that its
operations, products, and services should
accomplish their functions in a manner
that responsibly protects health and the
environment.
• Know the environmental requirements (both legally mandated and
Company-initiated) that apply to your work.
The Company is committed to meeting
regulatory requirements that apply to its
business. However, when necessary and
appropriate, the Company establishes and
complies with its own standards, which
may exceed regulatory requirements.
Consideration of potential health and
environmental effects should be an integral
part of all Company business decisions.
• Use the Company’s environmental specialists to assist you in
understanding and carrying out your responsibilities.
It is clear that the strong, profitable
companies of the future will be the ones that
strive for sustainable use of environmental
resources. The Company is focused on many
initiatives that impact the environment,
such as improving fuel economy, reducing
vehicle and plant emissions, reducing water
consumption, conserving energy, recycling
and reusing those materials that are
nonrenewable, and eliminating the use and
creation of toxic materials.
• Be sure your operation has practices and programs in place
designed to ensure that the Company’s environmental protection
program is implemented effectively.
• Use the Company’s Environmental Quality Office (EQO), which deals
with facility issues, and Vehicle Environmental Engineering (VEE)
staff, who deal with product issues, if you need assistance.
•If you receive a communication from any government agency
regarding environmental matters, refer it immediately to the Office
of the General Counsel or your local legal office, as appropriate. Do
not try to handle the matter on your own.
• Contact the Environmental Quality Office, Vehicle Environmental
Engineering, the Office of the General Counsel, or your local legal
office whenever you have a question, or whenever delays or other
factors affect the Company’s ability to complete required actions.
References
• Policy Letter No. 17, Protecting Health and the Environment
• Directive A-120, Environmental Strategy, Planning, and
Implementation
• Directive A-124, Joint Venture ISO 14001 Certification
• Directive D-101, Energy Planning and Control
• Directive D-109, Waste Minimization Program
• Directive F-102, Energy Policy and Conservation Act
• Directive F-111, Vehicle Recycling
Product Quality, Safety, and Environmental Matters
39
OGC Corporate Compliance Office • November 2007
Intellectual Property
Inventions, Patents, Copyrights, and Trade Secrets
Policy Overview
Core Requirements
The Company’s various types of intellectual
property are highly valuable assets. They are
key to our global strategy of using innovation
to sell world-class products that are both
unique and technologically superior.
•Promptly submit invention disclosures on innovations in areas
such as product or process improvements, business methods,
manufacturing, designs, and software applications to Ford Global
Technologies, LLC, (FGTL) using the Invention Disclosure system
available at FGTL’s Web site.
Intellectual property includes patents,
copyrights, trade secrets, and trademarks.
New ideas or inventions may be protected
through a formal patent, or as trade secrets.
A trade secret is any information that is
sufficiently valuable and secret that it gives
us an actual or potential advantage over
others. A copyright is a right that prevents
others from copying artistic, literary, and
other works such as photographs, music,
articles, and computer programs.
•Do not publish or disclose your invention to anyone outside the
Company without prior authorization from FGTL. You may disclose
inventions to suppliers working under a signed purchase agreement.
It is the Policy of the Company to secure
and protect its intellectual property rights,
and to take appropriate action against any
individual or group making unauthorized
use of our rights. Just as we expect others to
respect our intellectual property rights, we
are committed to respecting the intellectual
property rights of others.
• Carefully follow the Company’s policies on the protection of its
Confidential and Secret information.
•If you need to disclose trade secrets to outside parties in connection
with a business transaction, contact Ford Global Technologies to
assure that appropriate protections are in place.
•Promptly report any unauthorized use of the Company’s intellectual
property. You can report it through the FGTL Web site, or your local
legal office, or the Company’s established reporting system.
• Consult FGTL regarding a new product feature or process that
appears likely to be used, to avoid infringing upon others’
intellectual property rights.
•If you wish to use a copyrighted work, for example, by adding music
to presentations or by widely circulating articles in magazines,
journals, or other publications, check the FGTL Web site or ask FGTL
(or your local legal office) to determine whether a copyright license
is necessary.
• Consult the FGTL Web site for guidance on the use of copyright
notices on Company materials, or for assistance in obtaining
copyright registrations to protect the Company’s materials.
•Do not copy software onto another computer without verifying
that copying is permitted under the applicable license agreement.
Computer software not owned by the Company must be properly
licensed.
•Do not load software that is not business-related onto Company
computers.
•Do not share software written by Company personnel outside the
Company without first obtaining proper authorization.
CONTINUED ON PAGE 42
Intellectual Property
41
OGC Corporate Compliance Office • November 2007
Inventions, Patents, Copyrights, and Trade Secrets (CONTINUED)
CONTINUED FROM PAGE 41
References
• Policy Letter No. 8, Technological Innovation
• Policy Letter No. 16, Patents and Other Intellectual Property Rights
• Policy Letter No. 21, Domain Names and Other Intellectual Property
Used in E-Commerce
• Directive C-109, Unsolicited Correspondence
• Directive C-110, Acquiring Information from Outside the Company
• Directive E-102, Disposal of Assets to Outside Parties
• Directive E-105, Trademarks, Trade Names and Product Designations
• Directive E-108, Global Automotive Parts Trademarks
• Information Technology Policy Manual, LR2 – Intellectual Property
Policy
• Ford Global Technologies Web site
• Consumer Innovation Office Web site
• Ford New Ideas Web site at http://www.fordnewideas.com
Intellectual Property
42
OGC Corporate Compliance Office • November 2007
Trademarks
Policy Overview
Core Requirements
Trademarks are among the Company’s most
valuable assets. They are symbols of the
goodwill associated with the Company’s
products and services. Consumers worldwide
rely on the Company’s trademarks as
symbols of superior quality and performance.
• Follow the Company’s Corporate Identity Program when using
a Company trademark. This includes making sure that there is a
written license agreement in place when you allow outsiders to
place a Company mark in print or on promotional items.
Improper use of our trademarks can weaken
their value and diminish their effectiveness
as indicators of the Company’s products
and services, and may result in the loss of
valuable trademark rights.
• Before adopting a proposed trademark for use on Company
products, submit a Trademark Clearance Request Form with the
Trademark Office at Ford Global Technologies, LLC (FGTL) to
determine whether the proposed trademark infringes upon the
rights of others.
See the Company’s Corporate Identity Web
site for information on Company trademarks
and guidance on their proper use.
• Contact the Trademark Office at FGTL (or your local legal office) if
you believe that others are using Company trademarks without
authorization.
• Be sure that suppliers properly mark our production parts according
to Company standards.
References
• Policy Letter No. 21, Domain Names and Other Intellectual Property
Used in E-Commerce
• Directive E-105, Trademarks, Trade Names and Product Designations
• Directive E-108, Global Automotive Parts Trademarks
• Information Technology Policy Manual, LR2 – Intellectual Property
Policy
• Ford Global Technologies Web site
• Ford Motor Company’s Corporate Identity Web site
• Trademark Clearance Request form
Intellectual Property
43
OGC Corporate Compliance Office • November 2007
Acquiring Information from Outside the Company
Policy Overview
Core Requirements
In the normal course of business, the
Company obtains information about or from
other companies, including its competitors
and suppliers. The Company collects this
information in order to be competitive.
However, this information must be gathered
in an ethical and legal manner, and in a way
that would not put the Company at any legal
risk or affect its reputation.
• Be cautious when accepting confidential information directly from
suppliers, customers, and others. Follow the guidelines described in
this subsection.
In addition, suppliers may provide us with
their confidential business information.
Company personnel must verify whether
the supplier information is confidential, and
ensure that any confidential information
is handled appropriately and with proper
security measures.
Sometimes outsiders (individuals or small
businesses that do not have an existing
contract with the Company) will submit new
ideas to Company personnel in a variety of
areas, such as product design, technology,
and marketing. Many of these ideas can be
considered “intellectual property” and must
be handled in a way that protects both the
Company and the person submitting the
idea. The Company’s Policy is to not accept
these new ideas without a signed waiver or
other agreement approved by Ford Global
Technologies.
• Follow the Production Purchasing Global Terms and Conditions
when handling confidential supplier information in situations
involving production purchasing.
•Outside of production purchasing situations, accept information
from suppliers only if there are no restrictions on its use, or if there is
an approved waiver or agreement (as described below) in place.
•If you must accept confidential information from a supplier,
take one of the following steps to eliminate any unreasonable
expectations, and to minimize the Company’s exposure to liability:
–Obtain and complete a Confidential Disclosure Waiver Agreement
form located at the Ford Global Technologies Web site. This
form makes it clear that the Company will not accept legal
responsibility for maintaining the information in confidence, and
it requires the provider to waive all claims against the Company.
–Or, obtain a Confidentiality Agreement, which requires the
Company to retain the specified information in a confidential
manner and to take steps to prevent disclosure. You may not need
a Confidentiality Agreement if you are working with a supplier
who has a current purchase order for production parts.
•Do not share with the Company any confidential information
acquired from a previous employer, and do not ask for such
information from new personnel regarding their previous positions.
•Do not voluntarily accept any unsolicited idea submitted by
an outsider. Be especially careful of confidential markings on a
proposal, or requests to treat an idea as confidential information.
• Forward to the Consumer Innovation Office (CIO) any unsolicited
ideas, including product ideas, that you receive from an outsider.
Follow the instructions set forth on the CIO’s Web site.
CONTINUED ON PAGE 45
Intellectual Property
44
OGC Corporate Compliance Office • November 2007
Acquiring Information from Outside the Company (CONTINUED)
CONTINUED FROM PAGE 44
References
• Policy Letter No. 22, Preventing Improper Disclosure of Company
Information
• Directive C-110, Acquiring Information from Outside the Company
• Production & Non-Production Global Terms and Conditions
• Ford Global Technologies Web site
• Consumer Innovation Office Web site
• Ford New Ideas Web site at http://www.fordnewideas.com
Intellectual Property
45
OGC Corporate Compliance Office • November 2007
Working with Governments;
Restrictions on Political Activities
Anti-Bribery
Policy Overview
Core Requirements
The Company has a long-standing Policy
not to engage in any act that could possibly
be construed as giving or receiving a bribe.
This is especially true when dealing with
government officials. Not only is it against
Company Policy, but it is also against the
law. Most countries have laws that prohibit
bribing local or foreign officials. This is
true even in countries where it seems that
payments to government officials are a
normal part of doing business.
•Never give anything of value to a government official in order
to obtain or retain business, or to gain preferential treatment.
This includes, for example, offering or promising to give gifts,
entertainment, travel, favors, or special purchase terms on vehicles,
regardless of whether something is actually given. An offer or a
promise in itself can be considered to be a bribe.
• Contact the Office of the General Counsel or your local legal office
before providing special treatment to a government official, even if
there may be a legitimate business reason for doing so.
•Remember, the term “government official” can include:
Although it is Company Policy to use
Company personnel to conduct business
whenever possible, at times we hire agents
or others outside the Company to assist
with our business. In such situations, the
Company must take measures to guard
against using agents that give bribes. The
Company can be held liable for the actions of
the agents it hires.
–Officials and employees of any government-owned or
government-controlled business entities
–Employees of government-owned, joint-venture partnerships or
government-owned banks (in certain countries)
–Political parties
–Party officials
– Members of royal families
–Political candidates
–Employees of government departments or agencies
•If you must use an agent when dealing with government officials, be
sure you investigate the integrity of the agent you hire. Look for “red
flags” such as:
– Unnecessary secrecy
– Being told “not to ask”
–Inflated invoices or unusual rebates
– Unexplained or large bonuses, or unexplained or large items on
expense reports
–Payments to people or entities not involved in the transaction
–Payments in countries other than where the transaction is located
–Off-books accounts or “slush funds”
–Anything that is “not quite right”
CONTINUED ON PAGE 48
Working with Governments; Restrictions on Political Activities
47
OGC Corporate Compliance Office • November 2007
Anti-Bribery (CONTINUED)
CONTINUED FROM PAGE 47
• Be sure that the Company’s books and records accurately reflect
transactions and expenses, and follow Company processes and
procedures very carefully.
•Do not offer employment to, or even discuss potential employment
with, someone who is currently working in a government position
that has any business with the Company, or that has authority
over any business with the Company. Even after individuals leave
their government positions, there may be local restrictions on their
ability to be employed in the private sector. Consult with the Office
of the General Counsel or your local legal office for guidance.
•Never give a gift or favor to a government official in exchange for
any particular past, present, or future service. If you are not sure
whether a gift or payment is permissible, ask the Office of the
General Counsel or your local legal office.
References
• Policy Letter No. 3, Standards of Corporate Conduct
• Directive A-109, Provision of Gifts, Prizes and Related Items by
the Company
• Finance Manual, FM 82-10 Series, Sales to Government Activities
• Finance Manual, FM 89-10 Series, Establishing Internal Controls
• Finance Manual, FM 89-10-11, Anti-bribery: Hiring Agents, Gifts,
and Favors
Working with Governments; Restrictions on Political Activities
48
OGC Corporate Compliance Office • November 2007
Sale of Products to, and Other Contracts with, a Government
Policy Overview
Core Requirements
The Company’s preferred practice is to use
its dealers or its own personnel when selling
vehicles and parts directly to governments
or government agencies. However, it is
sometimes necessary to use outside sales
agents for these transactions. Regardless of
who is arranging the sale, you must follow
the procedures outlined in the Finance
Manual 82-10 Series. The approval of senior
Company management is a requirement
included in the Finance Manual procedure.
•Always follow the procedures required by the Finance Manual 82-10
Series for sales of vehicles and parts to governments or government
agencies.
In addition to the sale of vehicles and
parts, the Company pursues other types of
contracts with governments or government
agencies. These include contracts for
research, development, joint projects, or
joint ventures. If you are planning to enter
into a contract with a government on
behalf of the Company, be aware that many
countries have specific requirements. These
could include requirements specifying
what costs can be included, the use of the
funds, and other conditions that must be
certified. Before pursuing a contract with a
government, be sure to consult with Ford
Global Technologies, LLC (FGTL) in the United
States, or your local legal office.
• Be sure you are aware of legal requirements before you submit
project proposals or bids to governments or government agencies.
• Consult with FGTL in the Office of the General Counsel, or your
local legal office, if you have questions or are planning to pursue a
contract with a government.
References
• Policy Letter No. 3, Standards of Corporate Conduct
• Finance Manual, FM 82-10 Series, Sales to Government Activities
• Ford Global Technologies Web site
Working with Governments; Restrictions on Political Activities
49
OGC Corporate Compliance Office • November 2007
Political Activities and Campaigning on Company Property
Policy Overview
Core Requirements
The Company encourages you to participate
as an individual citizen in political and
government affairs. The Company respects
your right to use your own time and
resources to support the political activities
of your choice. However, the Company itself
operates under legal limitations on its ability
to engage in political activities. Even where
there are no legal restrictions, the Company
has a Policy that restricts the Company from
making contributions (both cash and other
assets) to political candidates or political
organizations. There is a minor exception for
making contributions to support or oppose
local ballot issues, with appropriate approval.
•Do not use Company funds or assets to make contributions to a
political candidate, or to otherwise benefit a candidate or a political
party. Generally, prohibited contributions extend to such benefits as
travel on Company aircraft (see below).
At times, candidates for public office may
ask to campaign on Company property.
The Company does not normally permit
campaigning on its property by candidates
or persons working on their behalf. In
addition, some locations may have additional
requirements, such as giving candidates of
other political parties an equal opportunity
to campaign on the premises. Always get the
approval of Governmental Affairs and the
Office of the General Counsel or your local
legal office before permitting a candidate
appearance.
References
•Obtain appropriate senior management approval for Company
contributions in support of, or in opposition to, a local ballot issue.
•Do not allow candidates for political office to campaign on
Company property. Any exceptions to this Policy must be approved
in advance by Governmental Affairs and the appropriate legal staff.
•Do not allow candidates to use Company vehicles, except under
Company-approved programs. Under certain limited circumstances,
government officials and candidates may be allowed to travel on
Company aircraft. Contact the Travel Office for information.
• Policy Letter No. 13, Governmental Relationships and Civic Affairs
• Directive A-110, Business Related Travel
• Directive C-101, Outside Requests for Informational Visits to
Ford Facilities
• Governmental Affairs Web site
Working with Governments; Restrictions on Political Activities
50
OGC Corporate Compliance Office • November 2007
Government and Other Legal Inquiries
Policy Overview
Core Requirements
Government agencies and departments
sometimes contact Company personnel
in an effort to obtain information. It is the
Company’s Policy to work with government
investigators and to answer all inquiries
truthfully and completely.
•Immediately contact the Office of the General Counsel or your local
legal office if you become aware of a legal investigation or inquiry.
Legal inquiries can take the form of phone
calls, letters, delivery of legal documents,
or even personal visits. These inquiries may
or may not involve allegations that the
Company has violated laws. Private attorneys
may contact you about a legal matter
involving the Company. If you are contacted
by a government agency or department
or a private attorney, it is important that
you immediately contact the Office of the
General Counsel or your local legal office
before responding. This is to ensure that
your rights and the Company’s rights are
protected.
•Do not destroy documents that may relate to a government
investigation or a lawsuit. Follow the Company’s records retention
policies, and check for applicable suspension orders before
destroying any data or documents.
It is also important that you do not destroy
any documents related to government
inquiries. Destroying such documents is
against Company Policy and, depending on
the circumstances, may be against the law.
•If there is a government or legal inquiry, do not hide anything that
relates to the investigation. However, do not respond without first
contacting the Office of the General Counsel or the local legal office
for instructions on how to proceed.
References
• Policy Letter No. 14, Coordination of Public and Governmental Affairs
Outside the United States
• Policy Letter No. 19, Compliance Programs to Prevent and Detect
Violations of Law
• Global Information Management (GIM) Web site
•Suspension Order Web site
Working with Governments; Restrictions on Political Activities
51
OGC Corporate Compliance Office • November 2007
Competition and Antitrust Laws
Relations with Competitors
Policy Overview
Core Requirements
The Company is committed to complying
with competition laws, also known as
antitrust laws. These laws, which exist in
nearly all of the countries in which we do
business, are intended to protect vigorous,
open, and fair competition from improper,
collusive, or anticompetitive restraints.
Fair competition is vital to the Company’s
success: The Company must compete
vigorously, aggressively, and fairly, and
without any anticompetitive understandings
or agreements with its competitors.
•Do not enter into price-fixing agreements between the Company
and its competitors.
Violations of competition laws, such as
agreements among competitors to fix prices,
are prosecuted as serious crimes. Employees
and others acting on the Company’s behalf
who participate in such activities are subject
to large fines and imprisonment in the
United States and certain other jurisdictions.
The Company could be obligated to pay
damage awards as a result of anticompetitive
practices.
The Company has created guides on
competition (antitrust) laws (see References
below) that provide detailed information on
actions that are prohibited, as well as actions
that require prior legal approval. Refer to
these guides if you encounter the types of
matters mentioned in this section.
•Do not enter into agreements with competitors that improperly
restrict competition, such as agreements to limit production or
supply, or agreements to divide or allocate sales according to
customers, territories, or products.
•Do not discuss cost or pricing information with competitors. This
includes, for example, sales incentives, rebates, bidding formulas, profit
margins, costs and discounts, credit terms, and avoiding price wars.
• Unless you have obtained prior approval from the Office of the
General Counsel or your local legal office:
–Do not engage in benchmarking, joint research programs, or
other information exchanges or joint activities with competitors;
use publicly available resources instead.
–Do not enter into an agreement with any other company not to
do business, or to limit business, with suppliers, dealers, or others.
–Do not begin any negotiations on mergers, acquisitions, joint
ventures, or other similar transactions, especially if competitors
are involved.
–Do not negotiate in joint activities with competitors to influence
government action.
•Trade associations and professional societies perform necessary
and legitimate functions. However, you must not use them for
contacts or communications with competitors which violate the
law or Company policy, such as discussions about price or other
competitively sensitive matters.
References
• Policy Letter No. 3, Standards of Corporate Conduct
• Policy Letter No. 4, Compliance with the Antitrust Laws
• Guide for Compliance with the Antitrust and Competition Laws in
the United States and Canada, at the Ford Legal Access Web site
• Guide for Compliance with European Competition Laws, at the Ford
Legal Access Web site
Competition and Antitrust Laws
53
OGC Corporate Compliance Office • November 2007
Relations with Suppliers, Dealers, and Other Customers
Policy Overview
Core Requirements
The Company is committed to complying
with competition laws that apply to dealers
and other independent businesses that deal
in Company products. This means that these
businesses have the right to determine their
own policies, and practices, and to select
their own suppliers and customers without
any restriction by the Company. However,
you may discuss such matters with the dealer
or other customers, and make suggestions
to them.
•Do not appoint or terminate a dealer or supplier at the urging of
other dealers or suppliers.
Consult the guides (see References below),
or contact the Office of the General Counsel
or your local legal office if you have questions.
• Unless you have obtained prior approval from the Office of the
General Counsel or your local legal office:
–Do not restrict our dealers’ ability to set their own resale prices.
–Do not require dealers or other customers to buy a product or
service in order to obtain another product or service.
–Do not restrict resale by dealers or other customers, or limit their
ability to sell whenever, wherever, or to whomever they choose.
–Do not propose sales at unprofitable or marginally profitable
prices, or at prices that are lower in some geographic areas than
they are in others.
–Do not charge different prices for identical goods or services, or
offer different levels of merchandising services or promotional
assistance, to dealers or other customers.
–Do not require a customer to buy all, or a specified portion, of its
needs from the Company, or prohibit a customer from making
purchases from another company.
–Do not require suppliers to sell all or most of their output only to
the Company.
–Do not agree to buy or sell goods or services on the condition
that the other party will buy from or sell to the Company.
• For Company business activities that are subject to European
competition laws:
–Do not take any measures that make it more difficult to export
or import vehicles or parts from one country to another. This
includes such actions as dual pricing, incentives related to the
destination of the product, or hindering intermediaries acting on
behalf of final customers.
CONTINUED ON PAGE 55
Competition and Antitrust Laws
54
OGC Corporate Compliance Office • November 2007
Relations with Suppliers, Dealers, and Other Customers (CONTINUED)
CONTINUED FROM PAGE 54
References
• Policy Letter No. 3, Standards of Corporate Conduct
• Policy Letter No. 4, Compliance with the Antitrust Laws
• Guide for Compliance with the Antitrust and Competition Laws in
the United States and Canada, at the Ford Legal Access Web site
• Guide for Compliance with European Competition Laws, at the Ford
Legal Access Web site
Competition and Antitrust Laws
55
OGC Corporate Compliance Office • November 2007
International Business Practices
International Trade - Importing
Policy Overview
Core Requirements
In all countries in which the company does business,
there is extensive government regulation of the
importation and exportation of goods and services
across their respective boundaries. These international
trade laws and regulations cover: revenue collection,
including import duties, taxes, transfer pricing, and
value-added taxes (VAT); restrictions and conditions
on what goods may be imported or exported; and
commercial activity with certain persons, entities, and
countries.
• Be aware of, and comply with, all applicable laws and
regulations relating to international trade, if your group
is involved in products that travel across borders.
Government authorities worldwide are increasingly
viewing importation, exportation, and restricted
commercial activity as national security concerns.
Failure to comply with the applicable laws and
regulations in this area exposes the Company, and in
some instances the individuals involved, to severe civil
or even criminal penalties, and also to reputational risk.
Customs authorities are increasingly enforcing the laws
and regulations on a post-importation basis. This means
that customs is less likely to stop or detain a shipment
at the time of arrival in the importing country, but will
expect the importer to be able to answer any questions
and provide documents about that shipment after the
shipment is cleared by customs. The most typical areas
that authorities will look into are tariff classifications,
customs value, and compliance with applicable trade
programs and benefits.
It is neither uncommon nor inappropriate for importers
to engage the customs authorities in discussions
that seek the customs authorities’ agreement and
approval for a particular position on the interpretation
of the customs laws and regulations. In order to
protect the Company from an approval not honored
by a government in the future, any arrangements or
understandings reached with customs or some other
government agency should be fully documented and
the file properly maintained. This is especially true
when the customs officials do not put their approval or
understanding in writing.
International Business Practices
• Maintain records of all import and export transactions,
including purchase orders, contracts, invoices, and
payment records, and follow proper record retention
rules, which should require at least five years of
retention.
• Use an authorized freight forwarder or customs broker
that has a contract approved by Material Planning &
Logistics (MP&L), as well as approved powers of attorney,
for imports or exports by mail, ship, or air.
References
• Directive C-106, Compliance with U.S. Antiboycott Laws
• Directive D-112, Import Supply Chain Security
• Finance Manual, FM 67-20-10, Customs and Duty,
Ford Customs Worldwide Organization Overview
• Finance Manual, FM 107-30-10, Freight and Distribution
Costs, Duty and Import Taxes (Customs) – Policy and
Overview
• Finance Manual, FM 107-30-40, Freight and Distribution
Costs, Duty and Import Taxes (Customs) – Key Controls,
Authorizations, and Governances
• Finance Manual, FM 107-30-50, Freight and Distribution
Costs, Duty and Import Taxes (Customs) – Variance Analysis
• Ford Legal Access Web site
57
OGC Corporate Compliance Office • November 2007
Export Controls and Prohibited Transactions
Policy Overview
Core Requirements
Various countries worldwide, as well as the United
Nations and the European Union and their member
states, have regulations that restrict exports and
transactions with certain countries, entities, and
individuals. In addition, the Company has adopted
Policies that require all personnel, even those working
in wholly owned subsidiaries outside of the United
States, to comply with U.S. regulations on exports and
prohibited transactions. These trade restrictions limit or
prohibit transactions with certain designated individuals
and entities, such as terrorist groups and drug traffickers,
as well as with certain sanctioned countries, currently
including Cuba, Iran, Sudan, and North Korea. To help
avoid the risk of engaging in prohibited transactions,
each business activity must first determine if transaction
screening is appropriate for its activity (see Core
Requirements below). If so, a transaction-screening
process must then be implemented.
• Make sure you are not exporting to a prohibited
destination. If you are exporting U.S.-origin goods,
technology, or software, make sure the export is not
subject to “dual-use” restrictions. If it is restricted,
contact the Office of the General Counsel to determine
whether an export license may be obtained.
In addition, the United States regulates the export and
re-export of U.S.-origin “dual-use” commodities, technical
data, or software to many countries, including countries
with which the United States has significant trade
relationships. “Dual-use” refers to those commodities
or technologies that, besides their intended use,
could also have a military use. For the purpose of
these regulations, exporting is broadly defined and
includes sending or carrying abroad, or transmission of
information through discussion, phone, fax, electronic
device, or computer network. Even exports to foreign
affiliates of Ford are regulated. In some cases, a license
must be obtained prior to the export of goods, software,
or technology.
Violations of these regulations could hurt the Company’s
reputation and subject it and the individuals involved
to heavy penalties and fines. The diversity of the
Company’s global business means that the Company
and its subsidiaries must emphasize internal measures
to comply with these trade restrictions.
• Be sure your activity has performed a business review
to determine if transaction screening is necessary
(applicable only for business activities engaging in
trading or transactions).
•Implement a transaction-screening process in your
activity, if deemed necessary based on the business
review you performed.
• Use the Company’s transaction-screening process to
verify that countries, entities, or groups with which you
conduct business are not subject to sanctions.
•If a screening process or other compliance activity
identifies a match or a transaction that must be rejected
or blocked, you must report it immediately to the Office of
the General Counsel (use the Ford Legal Access Web site).
References
• Directive C-106, Compliance with U.S. Antiboycott Laws
• Directive C-115, Global Compliance with United States
OFAC Sanctions
• Directive D-110, United States Export Regulations
• Directive D-112, Import Supply Chain Security
• Finance Manual, FM 67-20-10, Customs and Duty, Ford
Customs Worldwide Organization Overview
• Finance Manual, FM 107-30-10, Freight and Distribution
Costs, Duty and Import Taxes (Customs) – Policy and
Overview
CONTINUED ON PAGE 59
International Business Practices
58
OGC Corporate Compliance Office • November 2007
Export Controls and Prohibited Transactions (continued)
CONTINUED FROM PAGE 58
• Finance Manual, FM 107-30-40, Freight and Distribution Costs, Duty
and Import Taxes (Customs) – Key Controls, Authorizations, and
Governances
• Finance Manual, FM 107-30-50, Freight and Distribution Costs, Duty
and Import Taxes (Customs) – Variance Analyses
• Finance Manual, FM 93-10-60, External Reporting, Blocked Property,
Reporting Requirements and Transaction Screening
• Ford Legal Access Web site
International Business Practices
59
OGC Corporate Compliance Office • November 2007
Money Laundering
Policy Overview
Core Requirements
Everyone must follow Company policies
and procedures that have been developed
to avoid involvement in any money
laundering scheme, and to ensure that
the Company complies with regulatory
reporting requirements for transactions
that meet a certain monetary threshold.
Money laundering is the use of transactions
by criminals, terrorists, or others to conceal
the illegal source of the funds. Money
laundering involves a number of transactions
which, when completed, appear to be
legitimate. The actions of even one person
in the Company in assisting with money
laundering, even if acting on his or her own,
could subject the Company to civil and
criminal penalties and hurt the Company’s
reputation (see your local appendix for
relevant local policies and procedures, and
legal considerations).
•Look for any suspicious transactions using cash payments and/or
monetary instruments.
International Business Practices
•Report any suspicious activity to the Office of the General Counsel
(use the Ford Legal Access Web site), or your local legal office
immediately. This will allow you to verify whether the transaction
constitutes a reportable event under local law and, if so, how and
when such reporting must be done.
References
• Finance Manual, FM 93-10-50, External Reporting, Reporting
Payments Received in Currency or Cash in a Trade or Business
• Ford Legal Access Web site
•See your local appendix for any relevant local policies and
procedures and legal considerations.
60
OGC Corporate Compliance Office • November 2007